Idaho Foreign Registration · Do I need to?

Is your foreign LLC doing business in Idaho?

Before a foreign LLC starts doing business in Idaho, the Code expects it to be registered, and registering costs $100 on the Foreign Registration Statement. The Code never defines doing business directly. It sets out 11 kinds of activity that fall short of it, so the practical test is whether everything you do in Idaho sits on that list.

The rule

Section 30-21-502 makes registration with the Secretary of State a precondition to doing business here, and it closes Idaho's courts to a foreign entity that is doing business without being registered (Idaho Code 30-21-502(a)). Everything turns on what counts as doing business, and the Code answers by listing what does not.

The eleven activities that do not count

Activity	What it covers
Owning property	Holding title with nothing more done with it
Banking	Keeping accounts at financial institutions
Outside sales agents	Selling through people who work for themselves rather than as employees
Orders accepted elsewhere	Orders that only become contracts once they are accepted outside Idaho
A one-off deal	A deal that stands alone and is not one of a series
Interstate commerce	Business that is itself interstate in nature
Disputes	Bringing, defending, mediating, arbitrating or settling a case
Internal affairs	Running the entity itself, including meetings of its owners or governors
Securities offices	Keeping transfer agents, registrars or depositories for its own securities
Lending side	Creating or taking on debt, mortgages and security interests
Collecting	Securing and collecting debts, enforcing security, and looking after property acquired that way

The list is introduced as activities that "include" these, so it is not framed as the only safe ones, and the Code adds two rules. First, a person does not do business in Idaho solely by being an interest holder or governor of a foreign entity that does (Idaho Code 30-21-505(b)). Second, the list does not decide which contacts may subject a foreign entity to service of process, taxation or regulation under other Idaho law (Idaho Code 30-21-505(c)).

Situations, one by one

Staff who work in Idaho. People who do the company's work here on a continuing basis do not fit any of the eleven activities. That points toward registering.

A shop, yard or fleet. A fixed location or vehicles based in Idaho are the usual marks of doing business.

One contract, once. A single job can fit the one-off deal item if it does not belong to a series of similar jobs. A company that expects more work should treat the first job as the start of a pattern.

Online orders shipped in. If the orders are accepted outside Idaho, the order-acceptance and interstate items both point to the safe side, though other Idaho laws such as tax may still apply.

A rental house. Holding title is on the list, and so is looking after property acquired in the course of collecting a debt. Running a rental business is a different thing.

Lawsuits. Defending a case is on the list, but starting or continuing one is not, because registration is a condition of maintaining an action.

What the Secretary of State will and will not tell you

The Secretary of State's FAQ says to register before doing business, and that a company unsure whether it needs to should consult a legal or tax professional. The Registration Statement form points to Section 30-21-505 as the place to start.

The cost of getting it wrong

An unregistered foreign entity doing business in Idaho cannot keep a lawsuit of its own going there. The contracts it signed remain good, and it can still answer a suit against it. Its owners keep their limited liability, since the Code says failing to register does not waive it. The Attorney General can ask a court for an injunction against its doing business. The penalty page has the detail.

What registering does and does not change

Registering does not widen what the entity may do. It stays within what the closest Idaho domestic entity could do, and the law of its home jurisdiction keeps governing its internal affairs and its members' liability.

If you have already crossed it

File the Foreign Registration Statement at $100 without delay; the guide has the route. What to do about the time already passed is for an Idaho attorney. Our fee for preparing the statement is $199.

Checklist

Are there people doing the company's work in Idaho week after week?
Is there a shop, yard, vehicle or stock of goods based in Idaho?
Are Idaho contracts a regular part of how it earns?
Does every Idaho contact appear on the list above?
Might it want to sue someone in an Idaho court?

Yes to any of the first three leans toward registering. Yes to the last means the registration should exist before the dispute does.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Situation questions

Does a member living in Idaho force the LLC to register?

Holding an interest in an LLC that operates here is not doing business by that fact alone. What the company itself does decides it.

Is a single job enough to need registration?

A single job can fit the one-off deal item when it stands alone rather than repeating.

Can the Secretary of State tell me?

It points you to a legal or tax professional for that question.

Do I register before signing the first contract?

The Code says registration comes before doing business, so yes where the contract is part of doing business.

Our fee and Idaho's

Register in Idaho

Idaho

$199

+ $100 Idaho fee

Your Foreign Registration Statement, drafted from the details you give us
A certificate of existence (certificate of good standing) from the home state, requested and dated for the filing
An Idaho registered agent with a street address: ours, or the one you already use
Online filing with the Secretary of State, so no paper surcharge applies
Renewal: after the first year, the agent service renews at $149 a year

Our fee and Idaho's fee show as separate lines, and checkout gives the exact total before you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

Opening for business in Idaho?

Tell us what kind of entity you run and its home state. We handle the statement, the certificate and the agent.